RWBY: The Mind of a Meme Hedgehog
by Drago Dragonheart
Summary: After finding strange crystals, Ruby Rose and her friends, along with a few enemies and Professors are transported into the mind of one of the most Swag Hedgehogs alive, Sanic. Now in the mind of this wild faunas, they begin to see the and learn the past of the Dank Hedgehog. (Warning: First official chapter will contain torture and dark themes. I do not own RWBY)
1. Info

_**Now I know what you all think, "Drago, memes are not to be taken seriously", Yeah I know they're not to be taken seriously, but hey, This is Fanfiction, people other than me always take certain things to seriously and we, the readers, enjoy them, so just shut up and just read.**_

 **So Yeah, here it'll be everyone's Favorite MLG meme veteran Sanic. Basically, this is if Sanic was sent into Remnant by Unknown means. To add some things, this is Sanic of 18 years of age, and he's a hedgehog faunas in Remnant. His speed is immensely faster than anyone in Remnant, obviously. He has the ability to summon any type of gun to his disposal at anytime, as well as be able to curl up into a ball and do the Spin Dash attack.**

 **He does have three girlfriends in Remnant, Neo, Velvet, and later Neon. Me and my Co-author already made Lemons of the first two girls, but not with Neon Katt. (Thinking of adding two certain twins to his love group, if you know which two twins I'm referring to)**

 **He is apart of the White Fang, being one of Adam's high ranking soldiers, only for his skills, not intelligence, I'm sure everyone can agree he's not the smartest hedgehog around. However, he does know how to lead a small group of soldiers and even entire battalions, thanks to his experience fighting in the MLG vs YTP meme war, the Infamous Final Battle against the Mighty Illuminati and his armies, and his past battles with the one and only Sonic. EXE, So he may not have good book smarts, he does have Combat intelligence of a Leader and General, and the lethal fighting skills of a deadly warrior.**

 **He also attends Beacon as a Team Helper, meaning he can join any team he wishes, favorites being RWBY and JNPR. Almost everyone basically hates him due to his childish attitudes, weed smoking, obnoxious habits, and immature impatience at times. Well, except for Nora who likes him, cause it's Nora. Even the teachers, even Ozpin admits he is a large handful. Even the Atlas General has trouble with him when they meet. Raven absolutely despises Sanic for killing about a quarter of her tribe members, destroying most of her camp, and beating her in a fight. Qrow really doesn't care since he's never actually interacted with the speedster.**

 **Adam later on after recruiting Sanic sees how fucking annoying he is, but sees the good side like how he is able to get more recruits a lot more easier with Sanic around. He has made the hedgehog go on many missions and the succeeded thanks to Sanic's speed and deadly lethal skills in combat. His skills far exceed anyone in Remnant due to him still having some of his Meme abilities, however not his MLG forms. Only ones who can stand a chance against him would be Ozpin, Hazel, and if with the slightest of chance, Tyrian. Now any of you people out there who has an idea who can match Sanic, might not be slightly possible, and I'm not counting Salem since no one knows besides fan theories how well she is in a fight or how powerful she is.**

 **His normal appearance is that of a young teenage hedgehog Faunas with bright blue hair that was combed back to look like quills. He stands at a height of 6'2, wears a white and blue racing shirt, a pair of black running jeans, red and white shoes that had a gold buckle on them, has white bandages wrapping around his arms, and a brown handkerchief around his neck. His eyes are an emerald green and light tan skin.**

 **In his White Fang Uniform, the Grimm Mask is grey with blue and yellow lines like that of a wild tiger, uniform consisting of a white sleeveless jacket with the "MLG" logo on the left side of the chest, but now had a sleeveless blue hood and blue pants. He also has blue fingerless gloves, metal foot guards and boots with blue lightning bolts on the side.**

 **Now to clarify, Sanic only came alone to Remnant in this Fic. He is still that speedy hedgehog many know, but in his mind he's is still saddened due to the deaths of his friends at the end of the Illuminati war.**

 _ **So yeah, that's about it, if you have some questions, please either post them in the reviews, or P.M message me, so enjoy this.**_

 _ **Please leave a review, like, follow, and favorite, and I'll see you later.**_


	2. The Dark past of Sanic

Beacon Academy, one of the best Huntsman Academies in Remnant, was right now dealing with one of the most destructive, hyperactive, dangerous, and most stupidest thing in all of Remnant: Sanic the Hedgehog.

"YOOOLOOO!" Said hedgehog faunas was currently hand gliding down from Ozpin's tower, using a simple umbrella while wearing an Atlas soldier's uniform without the helmet that he _borrowed_ from the Schnee sister Winter and General Ironwood. On the way bottom, RWBY was just watching him slide down from the tower. Weiss growled in annoyance as Ruby and Blake just basically had a "I shouldn't even bother" look as Yang just blinked as she had a stoic look, hands on her hips. On the way down, a small gunshot was heard, Sanic looking up to see his umbrella, or lack of one thanks to a bullet destroying it. "Ah crap." He said before he free falled to the ground with a shout. As he fell, Ozpin stood right under him with coffee in hand before he set it down and held his arms out, catching the falling hedgehog. Sanic looked around confused before looking at the headmaster.

"...Thank you!" He said with a wide smirk before he was dropped to the ground quickly. "Ow…" Ozpin sighed heavily as he picked up his coffee and took a large gulp as the Ironwood, the one who fired the shot marched forward with a glare as Sanic stood up with a shake of his head before he noticed said general. "Uh oh, running time bitches!" He shouted as he started to take off running. Glynda walked next to Ozpin as she gave an irritated sigh.

"That boy is more destructive than Valkyrie." she said out of restraint frustration. Ozpin only sighed as Sanic's form got smaller and smaller as Ironwood stood next to him now with a glare.

"Ozpin, you gotta do something about that kid, he can't keep doing this all the time."

"I'm doing all I can, Ironwood...he has a lot more energy than I thought." Ozpin admitted, taking another sip. Sanic had finally stopped with a sigh relief, his hiding spot being a bush next to JNPR who just stared at him. He chuckled now as he peeked his head out slightly with a fake glare, checking his surroundings before he slowly sunk back into the bush. Jaune felt like he needed to say something before Pyrrha just shook her head at him quickly, not in the mood for a conversation with Sanic right now. Nora walked over and kneeled down next to the bush, a large grin on her face.

"Ok agent Dorito, what's the situation?" She asked with a grin.

"Borrowed atlas suit, irondick mad, did you get that agent Pancakes?" Sanic asked peeking his head out so only his eyes were visible.

"Copy, head to the dorms, I'll deal with the rest." Nora said patting his head. Sanic sprung up and gave a mock salute before he sped off laughing. "Hehe, he's one funny dude." Ren only covers his eyes as he groaned. "What, he is." with Sanic he was running through Beacon all the while laughing until he stopped with a comical screech in front of the doors.

"Welp, time to dispose of the evidence." He said speeding inside, Velvet staring from around the corner with a head tilt. Coco only stared with an annoyed glare as she tilted her glasses down.

"Again bun bun, I don't know what you see in a dummy like him." She said shaking her head.

Velvet shrugged. "He's cute and handsome, what else can I say." she said dismissively, not caring what others think. Coco only sighed at her, but shrugged nonetheless. Back with RWBY, they were currently with JNPR now, sitting near a tree as they discussed about the hyper active hedgehog.

"He is the most nuisance of a man I have ever seen!" Weiss exclaimed in pent up anger. "He is loud, obnoxious and downright immature to a point that drives me _insane_!"

"We can agree on that." Blake said with a glare as she looked up from her book.

"...Eh, he's okay. Annoying, but tolerable with me. It's not like we haven't gotten use to crazy before." Yang shrugged.

"Sanic is the definition of Crazy." surprisingly Pyrrha said shaking her head. "He's just so annoying, I don't know how much more I can take."

"Look, I'm not gonna say anything bad but yea he can be a bit much, but in all fairness it's none of my business." Jaune said, taking a neutral side.

"Yeah, sure he can be...eccentric, but it's none of our business." Ruby said agreeing with Jaune.

"I don't know about you all, he's an awesome guy to be with, you're just…" Nora said as most of the group all started to glare at her.

"Nora…" Ren started.

"Too slow." Nora said ignoring the glares she's got.

"I'm surprised _you_ of all people are neutral about him." Weiss said towards Ruby.

"What do you mean?" the young rose asked confused.

"Because of what he did to your rack a few weeks ago." Yang said. Ruby widened her eyes and blushed as she quickly covered her chest.

"T-that was an accident…" she stuttered.

"Everything about him is an _accident._ " Weiss said shaking her head. "All he ever does is cause mischief, mayhem, problems, and trouble for everyone!" She finished throwing her hands up and falling onto her back.

"Woah now…" Yang said, indication for Weiss to not go too far.

"I am so close to just freezing him solid, then everyone will probably be happy that he's _quiet_ for once in his whole damned life!" Weiss said with a large glare.

"Weiss, try to calm-" Jaune tried to say, seeing how she seemed to be getting angry to more she talked about him.

"I mean, does he not know the concept of being quiet and still, or was he just _raised_ to be an annoying, loud, obnoxious, _stupid_ hedgehog!"

"Weiss, I think you need to stop…" Ruby said in a warning tone. Weiss was about to continue her rant until her hand touched something in the grass. Her attention was now brought to what her hand touched. She picked it up and held it up in front of her, it was a triangular dust crystal that was cracked down the center slightly.

"What in the world?" She said confused by this dust crystal.

"What the hell is that?" Yang asked. Weiss continued to look the strangely shaped dust crystal, a look of confusion on her face.

"I don't know, I've never seen a dust crystal like this before." She said before she dropped it with a shout when the crystal shook and almost burnt her hand. "Ow, my hand!" The crystal cluttered to the ground, the crack growing bigger as steam escaped from the crack.

"Weiss, what did you do!?" Ruby exclaimed.

"Ruby, not now!" The schnee shouted before the two teams all stood up, but were suddenly blinded by a huge flash after the crystal shattered loudly. The area they were in, was now void of the two teams, the crystal now just shattered pieces on the ground.

 **[White Fang Base]**

"For the last time Roman, I don't know where that bloody hedgehog keeps his Doritos stashed!" Adam, the leader of the White Fang of Vale, said in annoyance to the Criminal Mastermind Roman Torchwick.

"Your the only one close to him when Neo is not here!" Roman defended.

"Yeah, but I can barely stand him, I don't _ask_ him where he keeps his freaking snacks!" Adam said annoyed at the human.

"Don't act like you liked them too! I _saw_ you with a bag of them, the big ones too!"

"T-that's none of your business!" Adam stuttered as he tightened his grip on his sword. Roman and Adam were about to bicker back and forth until Neo quickly came around the corner, somehow getting Roman's attention as she had a uncomfortable look on her face as she waved for Roman to quickly come over. Adam loosened up a bit as he looked confused at the mute's worried expression, which was something new to him since she's always smiling like a sadist.

"Ok Neo, what is it?" Roman asked confused, and slightly concerned. She felt hesitant at first but just grabbed Roman by the arm and pulled him to have the crime master follow. He looked even more confused as he was being pulled along by his mute partner in crime. Adam stood a bit before he curiously followed behind as they walked down the halls. It was only five minutes until Neo stopped around the left corner, looking st Roman as she let go of his arm and pointed towards the direction. Confused, Roman walked towards the direction where Neo pointed. When he got to where Neo pointed, he widen his eyes at the sight in front of him.

"Uh, Adam, does this place have a secret room that you haven't told me or Cinder?" He asked over his shoulder.

"...What?" said bull faunas asked confused as he walked over to where Roman was. It was his turn to be shocked and surprised at what he was seeing. Standing right in front of them, was a steel metal door with black rusted chains covering it, what got their attention was the symbol above the locks that kept the chains together. It was a skull with the radioactive symbol in the left eye, the biohazard symbol in the right eye, and the satanic symbol on the nose. There was a name right above the strange symbol, labeled: "Facility X" in bold wording. As they were looking at it, at a coincidental time, Cinder, with her two cronies Emerald and Mercury were walking up the hallway.

"Adam, we need to…" she trailed off when she noticed the door when she got closer to where they were. "...discuss…" her eyes were widened in surprise. She never noticed this door before in her life and from the looks of it, Adam didn't know about it either. Mercury was confused at what he was even observing as he squinted a little bit at the symbol. Emerald, much like Neo, felt uncomfortable at the presence as she had a hand on her hip, a hesitant look on her face now.

"Facility X?" Mercury said confused. "I thought this was a warehouse?"

"It is...this wasn't here before." Adam said as he walked near the door...actually feeling a rather disturbing vibe from it. Roman lifted his cane and lightly poked at the chains, making them rattle a bit. Out of curiosity he lifted his cane up again, and took aim at the lock.

"Roman, what are you doing?" Cinder asked with a side glance at the criminal.

"I'm going to open it, what's it look like I'm doing?" Roman answered with a snark as he readied his gun cane.

"That...doesn't seem like a good idea…" Emerald said with a small hesitant look, Neo giving the same look but is willing to do what Roman says. However, he didn't take heed of her words as he fired a flare shot at the lock, shattering it on contact and making the black rusted chains fall to the ground. Roman wasn't so sure either, but then again, he was also curious on what this mysterious door holds. Adam was the first to move forward after the lock had been removed, his hand grasping the handle and turning it before he pushed the door open, a loud creaking groan being made as he did. The door was only opened a smidge before they heard what sounded like loud hissing on the other side, like steam.

"...Well this just became a horror movie." Mercury muttered as he scratched his head, walking forward.

"Shut up." Emerald whispered with a hiss as Adam pushed the door open wider, nothing but darkness inside a long hallway that they couldn't see the end to. The hissing came from some pipes that came from the walls, all rusted in a brownish red color. Roman walked over next to Adam as Neo kind of went closer to Roman, not liking the atmosphere at all, not to mention that gut feeling she has in her stomach. Cinder was about say something, but was cut off when they heard something in the hallway, running on all fours, and it sounded _big._ On instinct, they all readied their weapons, or Cinder's case fire, as the running got louder and closer, but they couldn't see it due to the darkness. It was still for a moment until Adam was brave enough to walk forward, his grip on his sword tightening.

The running was getting louder, and louder until the thing that was running at them was revealed to be...a small, albino mouse. Everyone blinked as everyone made a sigh of relief, Adam just furrowing a brow from behind his mask as he relaxed a bit. The mouse scurried forward a bit before it stopped in front of the group, rubbing its head slightly before it stopped, looking up at the group now as its whiskers flickered at them. It then froze in place with widen eyes, before it fell onto its side, it's eyes now turned a sickly green before it started to slowly rotting and decomposing.

"...What….what the hell…?" Roman said as he leaned in a bit to look at the body rotting, both confused and even _more_ disturbed. Cinder shuddered slightly at the decomposing mouse until it was nothing but a foul smelling skeleton, a strange triangular dust crystal in this chest.

"Did...did it eat that thing for it to...do that…?" Emerald asked, sick to her stomach at the look of things as Adam just stared down. The crystal seemed to have a crack as he bent down and picked it up, discarding the skeleton as he lifted the dust crystal up for them to see.

"You might be right on tha-Ow!" Adam suddenly dropped it as he shook his hand to get rid of the burning feeling he felt when he held it. Neo watched it fall to the ground with a small headtilt and small disturbed look as she didn't like where this was going at all as it freefalled to the ground. When it landed on the ground, the crack on the crystal grew bigger, as steam started to escape it while it shook violently.

"...Oh dear." Cinder said out of surprise and widened eyes as Emerald was backing off, same with Mercury. Before any of them could comprehend what was going on, the crystal finally shattered and released a bright flash of light that enveloped them. The room was quiet once more, the only thing being in the room were the shattered pieces of the dust crystal.

 **[Unknown Location]**

Thesounds of surprised and shocked screams were heard, followed by popping sounds and a group of people popped into existence. All of them landed in different parts of the area, all feeling very dazed and confused. The first to get their thoughts together was Headmaster Ozpin, and General Ironwood.

"Well, that's not what I expected from a tiny explosive dust crystal." Ozpin said rubbing his head.

"Indeed...this is a rather unorthodox situation we are put in, isn't it?" Ironwood said rubbing his chin. Glynda took her time standing up slowly as she rubbed her head with a groan.

"Ow, fucking hell…" A drunken male voice said behind them, belonging to none other than Qrow Branwen. Surprisingly next to him, was his sister, Raven Branwen who growled in both pain and annoyance. Ruby gave a moan in pain as she had a little bit of trouble sitting up due to hitting the back of her head on the floor. Laying next to her was her friend and fellow leader Jaune who groaned in pain as well, especially with Nora sitting on top of him. Pyrrha was on top of Ren herself as she kind of was straddling him before she realized it when both looked at each other as she jumped off.

"Sorry!" she insisted with a small embarrassed look. Ren only coughed into his hand as he stood up, looking over at Nora who helped a groaning Jaune up to his feet. Yang helped up a dazed Blake as Weiss stood up to her feet, looking around the area they were in.

"What in the world is this?" Weiss asked confused. They were in some kind of metal building, almost like a large bunker of some sorts.

"Yeesh, it's like if they made this place just in case some sort of nuclear warfare would happen." Yang said looking around. Ruby shook her head to clear the headache she had, then looked over to see who was present. So far, she saw her teammates, JNPR, General Ironwood, Headmaster Ozpin, Glynda, her uncle Qrow, a person who almost looked liked Yang, the still knocked out Velvet and Coco, and much to her surprise, Roman, Adam, and Neo who got up groggily with Cinder and her two cronies Mercury and Emerald.

"blegh…fan-fuckin'-tastic…" Adam muttered as he rubbed his head. Much to his irk, he looked up to see Ironwood with his gun out already, pointing directly to his head with a glare, Glynda having her crop pointed at Roman who had his hands up already.

"Woah now, lady. Let's not get hasty here." Roman said, clearly not in a mood to fight. Glynda only narrowed her eyes as Adam stood up with his hand on his sword, Ironwood growling as his gun kept his aim at his head. Ruby just stood back as she reached to where her scythe was, just in case things go south. Everyone was tense now as they kept their weapons out, Yang's gaze was on her mother now, her eyes widening in surprise as Qrow glared at his sister. The only one who didn't seem tense was Ozpin who was on the other side of the room...observing something as Raven glared back at Qrow.

"Why'd I have to see you of all people." She growled at her brother in distaste as she had her sword drawn out.

"I'd ask the same thing." Qrow replied, getting in a stance as he held onto the handle of his scythe.

"Everyone calm down." Ozpin called out as he turned his gaze to the tense group, minus the knocked out Coco and Velvet. "There's no time to fight right now, not in an area that we are unfamiliar with." the students were first to calm down as they slowly retracted their weapons. Some of the adults however, weren't as compliant.

"And why should I listen to you?" Raven said with a harsh glare at the headmaster.

"I will not take orders from a human." Adam said glaring at him as well. Ozpin sighed heavily with a shake of his head before glaring at the two.

"If you were to defeat us, kill us even, what would you do then?" He asked with an arched eyebrow. "As I said, we are in an unfamiliar place, with no idea what is here, so what will you do then?" Adam stared now as he thought of the idea, same as Raven. After a little bit of thinking Raven just growled as she put her katana back on her holster. "Good, now that everyone is calm, to a degree, my first question is how we all got here, does anyone remember what happened before we all got here?"

"I was just drinking at the local bar until I found some weird black triangle thing inside the tankard…" Qrow said rubbing his chin.

"...We found a random facility door in our hideout...and we found a black triangle as well when a mouse...decomposed in front of us." Adam answered, calming down himself.

"One of my tribe members brought me the same kind of crystal during a perimeter check." Raven said reluctantly.

"We all found it in the grass in our hangout spot." Ruby said rubbing the back of her head as her friends nodded with her.

"Intriguing." Ozpin said nodding. "It seems we all found a black triangular dust crystal before we came here, me Ironwood and Glynda found one sitting on my desk when we went to discuss about obtaining a stolen uniform from Sanic." immediately Raven growled in anger, a look of disgust on her face. "I see you know who I'm talking about."

"I'm guessing that _rodent_ is one of your students." Raven said through clenched teeth in slight anger.

"Indeed he is. Though not the most brightest and...most likeable amongst others, but he exceeds in combat at least." Ozpin said taking a sip of his coffee.

"Not the brightest is low balling it, he's downright stupid and retarded." Raven said shaking her head. "How can anyone stand that fool, his intelligence is dumber than a trout!"

"...didn't he beat you?" Qrow asked with a furrowed eyebrow. Raven growled at her brother as she tightened her fist that was shaking.

"Don't, remind me." She said between clenched teeth.

"Regardless of what you think of him, it seems we got ourselves in an...intriguing situation."

"...What do you mean by that?" Ruby asked as Roman adjusted his hat, flinching a bit when Glynda was glaring at him. Before Ozpin could answer, a small round orb whizzed right pass the drunken uncle's head, nearly knocking him over as the orb vanished quickly. Another one almost whizzed passed Ozpin's head, however he was able to catch it before it vanished away. The small orb was only the size of a tennis ball and was a light bluish color that was cool to the touch, like glass. He looked inside it, observing what this object even was. As he looked closer, he saw what was none other than Sanic, who was on top of his tower just before he jumped off.

"...these are memories." He said out loud in slight surprise. "And if these are his then…" He then looked up to the group with slightly widen eyes. "We're in Sanic's mind…"

"...What?" Jaune said confused and a bit surprised. Now everyone was looking shocked and confused as they looked at one another.

"You mean to tell us, that we're inside the mind of one of the most idiotic, obnoxious, most annoying hedgehog in existence?!" Raven almost shouted with a wide eyed glare.

"Ugh! Great! Now we have to deal with this stupid, asinine!..." Weiss started to rant again until she looked around. "...Rather calm...and quiet mindset of that...hedgehog…" now that they think about it, the mind of Sanic, the most annoying and loud Faunas they know, was actually really calm and quiet. There was that smell of weed yes, but it wasn't as strong as when he smoked it, everything in his mind was normal to say the least.

"Um Professor Ozpin, are you sure this is Sanic's mind were in…?" Pyrrha asked slightly confused at the mindset. "There's really nothing here that fits his personality all that much."

"Yes, but that memory orb did indeed have Sanic in it, just before he decided to jump off from my tower with an umbrella in hand." Ozpin answered as he looked at the steel walls. "I will admit though, when I thought of what it was like in the young hedgehog's mind, I didn't expect it to look like this at all." Everyone agreed with him, well those who knew Sanic well that is.

"Honestly, I expected to see rolled up weed blunts raining from the sky or Mountain Dew rivers at least, heck maybe a Doritos tree or something, not a steel bunker like building." Mercury said scratching his head at the setting.

"Plus. It feels honestly...disturbing to say the least…" Cinder admitted. The atmosphere not as expecting either.

"What do you mean disturbing?" Ruby asked confused.

"I think she is on to something...this bunker feels...rather dark...like some sort of history behind it." Ironwood said in a small thinking tone.

"I don't get it." Nora said tilting her head. "So it's a bunker, it doesn't mean it's necessary bad, it could mean anything." Before Ironwood could explain what he meant, the two knocked out students, Velvet and Coco finally woke up with groggy eyes.

"Oh damn, why does my head feel like an atlas paladin stomped on it?" Coco said rubbing her head as she stood up. Velvet sat up before Coco as she blinked a couple of times, before jumping to her feet as she had a caution stance, seeing that she was in some random location and didn't feel safe.

"Where the heck are we, what is this place?!" She said looking around a bit frantically as her partner placed a hand on her shoulder.

"Chill bun bun, don't lose your head right now." Coco said in a calming tone. Velvet looked at her partner for a brief moment before inhaling and exhaling. "Thank you, now can anyone tell us where we are, and why are we in the same room with the criminals Torchwick and Adam?"

"Well, Ms. Bunny, we are currently on the mind of Sanic." Roman replied with a small snarky tone.

"...you're joking right?" Coco asked with widen eyes. "We're inside the mind of Velvet's boyfriend?!"

"...Wait what?" Adam said looking at the bunny faunas. Roman was taken aback too by this information as Neo widened her eyes at this information as well. Within seconds, she growled as she harshly glared at Velvet with gritting teeth. Said bunny Faunas felt herself shiver when Neo glared at her, before she was suddenly tackled by said mute to the ground. Velvet was now on the ground trying to keep the mute midget from choking her out.

"Woah now." Roman said as he was quickly pulling Neo away, having to actually pull her hands off of her neck with the help of Coco who jumped to help in a heartbeat. Neo struggled in his grip as she death glared at the rabbit Faunas who stood back with widen eyes. "Easy there girl, there's no need to bloody murder her, even if she is your boyfriend's...other girlfriend."

Velvet stood silent for a moment until she looked at Roman. "W-what do you mean?" she asked.

"Well you see, this mute girl here is Sanic's girlfriend…" Roman said creating an awkward silence now in the bunker.

"...He...he has _another_ girlfriend!?" Velvet said, extremely appalled, and Neo noticed she was unaware of that information as well.

"Well...she's been his girlfriend for about a month or two...so yeah." Roman answered nodding awkwardly. "I would ask why he didn't say anything about her...then I remembered why…"

"Ugh! Such a sleazy person too!" Weiss said as she heard this information. "Playing with women's hearts like that!"

"Okay lady, I know we _all_ don't like Sanic, minus these two girls." Roman said gesturing to Velvet and Neo. "But I'm pretty sure that Sanic is no playboy, you really think he has the brains for that? And the reason why I think he didn't mention Neo was because of his...well I don't know how else to say this any other way, he's working for us." He said gesturing to himself and Adam, who stood next to him with crossed arms.

"...Fascinating…" Ozpin said simply as every single student in the room widened their eyes in shock and surprise.

"Waitwaitwait!" Ruby said waving her hands around confused before looking at Roman with widen eyes. "You mean to tells us that Sanic, the carefree adventures Faunas who doesn't have a single bad bone in his body is working for you two in the White Fang?!"

"That would be an yes...kind of why Neo has been his girlfriend for a month." Adam said sighing heavily with his hand on his face. Neo seemed to have calmed down now, but still had a small puzzled face on why Sanic would go out and do that. Velvet looked at Neo with a look that said she felt bad they were both in this predicament. Everyone was now a bit shocked and confused at this new information. First Sanic having _two_ girlfriends, but he was also a member of the White Fang. Why would he even join the terrorist group, that didn't sound like something he did.

"Adam, does Sanic even know what your group does, or is he left in the dark?" Blake asked after shaking her confusion off to glare at him. Adam only humphed as he crossed his arms.

"He knows what he is supposed to know about the White Fang." he replied.

"So your exploiting the little intelligence he has then." Yang said with her own glare.

"Oh don't play that card with me, I'm sure you're twin there would've done the same as well if she found him." Adam said pointing at Yang's mother. "Or maybe the army would've done the same as well, what would you do if you're introduced to someone who has extremely high combat skills, but low intelligence?"

"I want _nothing_ to do with that pathetic scum." Raven said out of hatred. "...However, I will admit he has... _excellent_ combat skill." it was like saying one good thing about Sanic made her cringe.

"And we would never treat Sanic as some kind of weapon, he's still a breathing person." Ironwood said glaring at the terrorist leader. Adam only tsked as he crossed his arms.

"Enough with the bickering." Ozpin said as he walked forward. "We aren't going to accomplish anything if we just sit around and bark at each other." Roman rolled his eyes at the headmaster as he leaned back against the wall, however said wall felt strange as he tried to get comfy. Adam only shook his head at him as he turned his gaze to Roman, his eyes widening at what Roman was leaning on.

"...What?" Roman asked with a furrowed eyebrow, confused at the expression.

"Roman...it's the door from before." Cinder said with widen eyes as well. Roman blinked as he looked over his shoulder to see the symbol as he jumped back from it with a small shout. This door that everyone now had a look at gave them all chills down their spines, even down The Headmaster and the General felt shivers.

"Now that reminds me." Adam said looking at the atlas general and the young Schnee. "Did the Schnees ever have a company on the side known as "Facility X" or was it an army project?"

"I've… never heard of it…" Weiss admitted, having an earnest look that she really didn't know.

"The Atlas military has no records on Facility X, this is nothing that we know." Ironwood said shaking his head. "And from your question, I guess that means it's not something the White Fang created."

"We are very unfamiliar with it. It's something we never came up with…" Adam answered as he looked at the door, like before it was heavily chained up, even more so than when they found it in the warehouse. "The door though, it looks more chained up than last time, what does that mean?" Ozpin walked forward after Roman and Adam stood back, the headmaster tapping his cane against the chains that rattled.

"Considering we're in the mind of Sanic, this is as you would call a "repressed memory", a memory that a person keeps locked up." Ozpin said standing back and turning away from the door. "In short, this door, holds something deep within that our young hedgehog wants to keep locked away, and taking the many chains and large lock on it, it's something he doesn't want to remember."

"Something he doesn't want to remember...he has some dark past that he wishes to keep away…" Velvet said in a small sad sympathetic tone for him. Raven only smirked a bit as she walked past Ozpin as she drew out her red Crimson blade.

"Really now, a deep secret you say." She said as she tapped her blade against the lock. "Why don't we see what it is then?"

"Raven." Qrow said with a glare as he stepped forward with his hand on his weapon. Team RWBY didn't like where this was going. They didn't like Sanic, but they wouldn't go so far to look at repressed memories that he didn't want people knowing about. Roman gave no reaction, but didn't want to do anything rash either. Ozpin glared himself as Qrow walked next to him. Both Velvet and Neo shook their head at Raven, indicating it was not a good idea at all.

"Sorry dear brother, but this is too much to pass." Raven said as she slashed at the lock, making it fall to the ground in two pieces before the chains all clattered to the ground.

"I have a strange feeling this isn't the...right choice…" Emerald said as she rubbed her arm.

"Raven, don't you dare open that door." Glynda ordered as she flicked her crop with a glare.

"Hmm, that'll be a no, blonde bitch." The tribe leader said before she spun around and kicked the door down completely, the dark metal door clattering to the ground with a loud thud before they all heard what sounded like dark, multiple hushed whispers coming out of the dark hallway.

"Yeah, this _really_ doesn't sound like a good idea…" Roman said with a shake of his head. Raven arched an eyebrow at the whisperings before she was suddenly ensnared by black smoke tentacles that shot out of the dark hallway, pulling her in as she struggled against them. Everyone was shocked at this before they too were suddenly ensnared by the same black smoke tentacles.

"What is...?!" Pyrrha said out of shock before giving a small shout as she was quickly pulled in. Adam tried slicing at the smoke tendrils, but that did nothing as it just passed through since they were still made of smoke, but were able to grab them like solid objects. Ruby struggled as she grunted to get out of the grip before she got pulled in herself.

"Ruby!" Yang shouted in worry as she tried to get to her sister, unfortunately the black smoke tendrils kept her trapped as they started to drag them into the door, Raven already pulled into the room and vanishing inside. Pyrrha and Ruby soon followed suit as they also vanished just as quickly as Raven did. Jaune continued to struggle along with Ren who kept slashing at the tendrils before he was pulled in along with a screaming Jaune. Coco had her minigun pulled out and tried to fire at the tendrils, but they were to fast for her as they wrapped around her and pulled her in quickly along with her frightened bunny friend. The only one calm were Ozpin as he was getting pulled as he had an furrowed eyebrow on what was going on. Soon the rest of the students started to vanish when they were pulled into the door, vanishing left and right. The door closed behind them suddenly afterwards, leaving silence in the room once again.

 **[Unknown location]**

Ruby's eyes groggily opened as she stumbled around after she got pulled into the black hall. Her eyes were comaically swirling before she shook her head and looked down at herself. She wasn't wearing her outfit anymore, she wore a combination between a scientist and military guard outfit. The whole suit was pure white made of some kind of thick material, with some kind of metallic kevlar armor covering her chest, arms, shins, and even wore a mask that covered her mouth that resembled a gas mask colored grey. The symbol on the door she saw on the door was on her new uniform, right where her heart would be.

"What-but-...what is…?" she muttered to herself. "Why am I dressed like this!?"

"Ruby, is that you?" Said girl looked over quickly, seeing her sister Yang running up to her wearing the same kind of uniform as hers, only Yang's had more body armor with some kind of double sided staff on her back.

"Yang!? Oh thank goodness you're here!...and uh...wow, you certainly look...bulky in the outfit.

"Yeah, it's super tight too." Yang said rubbing her chest painfully. "What is with these suits?"

"I'm not...exactly sure...but it has to do with something bad if we are this heavily equipped…" now that they took a closer look at their uniforms, they saw that Ruby had what looked like some kind of pistol strapped to her side, with six rounds of ammunition. Yang had two pistols strapped to her side, twelve rounds of ammunition along with the staff strapped to her back. In their boots they had serrated knives that were able to let out an electrical surge. "Have you seen the others yet? Or where we even are?"

"No, I haven't seen the oth-"

"What are you two doing standing around?!" The sisters flinched at the loud voice, their heads turning to see someone else wearing the same uniform as them with the addition of black gloves that had spikes on it, however he had a hooded mask that hid his whole face except his eyes that were covered by black goggles. His uniform had a black outline with more dark silver body armor with what looked like a semi-automatic weapon strapped to his back with a serrated blade at the end. "I asked you fuckers a question, what are you doing just standing around?!"

"Uh-! We were just…" Ruby said in slight fear at his tone. Yang acted rather quickly, there was no point in trying to fight him, and if she did...she could tell she would be _major_ trouble.

"We were just getting back to our stations, sir." she said as she stood up straight trying her best to look at least professional. The higher up got in her face as he stared into her eyes. She had a small sweat on her face as she glanced around only a little bit before looking back straight. She could see his eyes narrowing behind his goggles as he stared at her.

"Good, and remember you idiots, it's your squads turn to bring Experiment # 19-1-14-9-3's meal." The higher up said turning away and marching away. Ruby stood attention in the middle of him staring down Yang before they both sighed in relief when he was gone.

"Oh that was so nerve wrecking." Ruby said breathing out a heavy sigh of relief.

"Lets… go figure out what our station is...and I hope we know who our squad is…" Ruby nodded as she patted her pockets as she felt paper in her pants area. Sure enough, she pulled out a folded piece of paper as they started to walk, to at least show they were going to the station. Yang looking over her shoulder to look at the paper.

"It's our squad number and the time we have to feed the experiment's meal…" Ruby explained.

"Okay, well let's go, hopefully we can find everyone else." Yang said as she and Ruby started to walk forward. Now that they were moving, they saw what their location looked like. The area almost resembled a prison and a factory, the walls completely white with multiple floor levels, each having a patrol of other people in their uniforms, all armed with the same kind of staff as Yang, but were longer with forked tip ends. Ruby didn't feel comfortable around this area...it felt too militaristic and dark for her tastes, but just kept it to herself as they walked to where their station and squad was.

Yang shivered slightly as well from the weird feeling in this building. Turning her gaze to her left, she found two people.

"Blake, Weiss!" She called out waving her arms at them. Said people turned their attention to them, both girls had wide smiles on their faces as they ran over to them.

"I am glad you two are okay." Blake said with a hand over her heart. Ruby was looking over her friend's outfit as Weiss actually hugged Yang tightly. The cat faunus's outfit had a more darker color scheme than there's, and she seemed to only have a pistol as a weapon along with a simple combat knife strapped to her side. Weiss had the same outfit as Ruby's, with the addition of a serrated machete on her back.

"You have no idea how rude these people are!" Weiss said now holding Yang at arm distance. "Seriously they just shout at us for standing around!"

"You too?" Ruby asked. Before Weiss could answer, they all jumped when a familiar pink bomber was thrown into a wall, two guards standing over her with their staffs surging with electricity.

"Next time, listen you dumb bitch!" The one on the left said before they left her there on the wall.

"You two need to _relax_." Nora said as she cracked her neck, her outfit similar to Yang's. She turned her gaze to the now assembled RWBY before she smiled widely and zoomed over to them, hugging them all tightly. "Oh I finally found you girls!"

"It's good to see you too, Nora!" Ruby said in a strained tone.

"Please, let go of us." Weiss strained out.

"Okay!" with that, she dropped them all to the ground so suddenly as they gave small shouts. "You know, this place wouldn't be so bad if the higher ups and guards weren't jerks." in the background it showed a normal worker just doing his normal work as another one was passing by as it showed wet substance on the ground. The person carrying glass material as he stumbled over because of it. He caught himself, but not exactly the same for a few glass vials.

"HEY!" a booming voice was heard, making the worker jolt as he had a nervous frightening look. "The hell you think your doing!?"

"Sorry sir, I didn't see where I was going!"

"You gotta be careful with all those corrosive liquids, otherwise the boss will have you _drink it from the bottle!"_

"Y-Yes sir! I'll clean it up right away!" the feared employee quickly ran over to where the cleaning materials are. The group could see the fear in their eyes whenever the higher ups are around, and even more on the mention of the boss. So here in Facility X, everything is bad, and you either work well, or suffer dire consequences.

 **[On another part of the Facility]**

"You and your damn bad intentions, Raven." Qrow said out of distaste as he was currently at a station, mixing chemicals from the instructions from some asshole higher up, barking at him to make it ASAP.

"Oh just shut up." Raven said with a growl as she passed Adam a beaker of glowing corrosive chemicals. "I do what I can to find my enemies weaknesses, _this_ was not what I hoped."

"I'm all fairness, you shouldn't be poking in someone's personal shit like that. Human or not." Adam said as he took the beaker.

"Oho, your one to talk." Raven said sarcastically with a glare.

"Yeah well, here's the difference; _you_ hate him beyond relief, _I_ somewhat care for the hedgehog." Adam said before they jumped when one of the higher ups slammed some kind of large container on the table they were stationed at.

"You three, get off whatever you're doing and start adding the chemicals to the food in here." The higher up said in a gravel robotic voice. "And make it quick, got to feed this to the fucking thing, Experiment # 19-1-14-9-3." Ironwood was at a station, already in the protocol voice when they appeared here.

"Right away, sir." Ironwood said as the higher up nodded as he turned and left. The uniforms Qrow, Raven, Adam, and Ironwood wore were slightly different than the ones who patrolled outside the labs. They had no body armor covering them, but had silver gloves and were equipped with dual wielding side arms strapped to their sides, along with a simple electric baton.

"Chemical in foods?" Adam said after the higher up left.

"It's to keep the little fucker contained." One of the scientist said walking past him. "Damn thing is hard to break."

"...Sounds like you don't like him that much." Qrow said, doing as he was told as he added chemicals.

"No no no, not him, _It._ " The scientist corrected. "Experiment # 19-1-14-9-3 is nothing but an experiment, that's all _It_ is." Ironwood glanced over with a small glare. Even if it is an experiment, it's still a person first, title last. "And let me tell you, I'm not joking when I say its hard to break, damn thing is tougher than we thought when we started experimenting, but like all the other damn things here, it'll be made for a good purpose sooner than later."

"Good purpose, huh?" Raven said with a small thinking tone, adding the second chemical.

"Do you idiots have amnesia or something?" The scientist asked facing them now, his entire right arm bionic, same as his left eye. "All the damned experiments here are created to be used for armies, weapons, get what I'm saying now?" Adam looked at him as well. Used for the army? That...already sounds wrong to him. "And experiment# 19-1-14-9-3 is the only one who hasn't been broken yet, not sure how that happened, but as I said, one day it'll be broken in, and be put to good use." Raven didnt know what this "it" was, but the experiment number was confusing her. The numbers itself seem to have a purpose in it as well.

"Does, this experiment go by any other names by chance?" She asked with an arched eyebrow.

"Yeah, but who the hell cares, _things_ don't deserve names, they're made to be weapons, nothing more." the scientist said with a spat. "There's only one person who calls that thing by a name, and it's the second man in charge of this facility, damned old man is what we all call him."

"...What's he like?" Qrow asked.

"Old bastard is too soft on these creatures. Problem is, he is also a scary one when ya cross him. Fortunately, the big boss keeps him in line so we workers don't get behind on our work." The scientists chuckled as he turned and left the four people alone now.

"...What facility _is_ this?" Adam said shaking his head, not liking it one bit.

"I don't know, but I know one thing we can agree on." Ironwood said turning his gaze to Adam and the Branwen siblings. "This place is a dark nightmare." Everyone in the room looked at one another

 **[Another part of the Facility]**

'...What kind of food is this…?' Jaune asked himself in his thoughts. He was currently sitting next to his partner Pyrrha, along with Ren and Coco who sat right across from them, their outfits looking plain with the addition of a simple electric baton and knife. They were looking at a plate of "food" or just a big pile of….whatever this brown stuff is. There were a few other random workers as they noticed the looks on their face.

"It's either that or nothing, bud. Not the prettiest, but at least its edible." one of them said to them.

"Yeah. Doesn't taste so bad either." a female worker said with a small shrug. Coco stared at the brown substance before she took a simple scoop with her spoon, holding the brown substance up to her mouth. With a heavy gulp, she took the bite, tasting it in her mouth. J(N)PR stared at her, waiting for the results as Coco swallowed the food.

"...It's bland." She said finally. "This...whatever it is has no taste to it, it's just bland."

"Heh. You get use to it after awhile." a rather chubby worker said next to Pyrrha. "Don't even bother asking for flavoring, they'll just get mad at ya." Jaune nodded as he took a bite of the food, Pyrrha following suit along with Ren, who didn't seem to mind it. "It's better than what they feed the experiments here, especially Experiment # 19-1-14-9-3, they put some kind of chemicals in hi- _its_ food."

"Poor thing is what I say. It's like they want us to treat it like an animal...calling "it" just makes me feel wrong too." the female said with a shake of her head.

"We can't do anything about it, you know that." An elderly employee said after taking a bite of his meal.

"Doesn't mean it makes it right."

"We know, but if we step out of line, the boss isn't gonna be very... _happy_ with us." the elder man said turning his gaze to her. "Remember what happened to Jerald when he refused to zap the experiment?"

"He got zapped instead… ***sigh*** he didn't deserve that. He was a good man too." the female said with a small sad look.

"It's what happens to those who speak out or disobey orders, you either obey and listen, or suffer and either die or become food for the more aggressive experiments." Pyrrha looked at the group, her eyes widened by these awful things that has happened.

"...Why...um...do you all work here then?" Pyrrha asked.

"...We didn't have much choice." The chubby worker said shaking his head. "Some of us were simple people." He turned to look at the female worker. "Business workers." then to the elderly man. "Former retired soldiers." he then looked at the group. "Sometimes it's one of those folk who just want to push others around because they were pushed around in their younger years."

"So your just doing it to get by?" Ren asked.

"Yeah...even if some of us don't agree with the concept." concept the elderly one said. "Though...not everything here is all bad...we have at least an higher up who cares."

"Who would that be?" Jaune asked.

"He's an old man that is second in charge of the facility, good ol' Henxin." The chubby worker said smiling. "He's the only _good_ person in this whole facility in with the higher ups."

"Not the only one...high Officer Amanda isn't a jerk to us in the slightest." a simply built man said from a table behind the chubby one.

"Oh, right...too bad the other higher ups keeps her busy half the time." Jaune was a bit glad that there were some good people in this facility, even if there were very few in here.

"If I can ask...is this experiment...well, dangerous?"

"What? #19-1-14-9-3? They _treat_ it like it's dangerous, but it's a pretty passive one." the boy said as he took a bite of his food.

"There's nothing really dangerous about him, the scientists only said that its energy readings were extremely high, almost enough to power all the nuclear plants in the world, or as they say, extinguish a star." The elderly worker said shaking his head.

"Some of you refer him as an it at times...I'm a little confused on that." Ren spoke.

"The higher up, scientists, and the boss wants us to remember he is a creature." the female said with a sigh. "Out of all the experiments, its the only _sane_ one who hasn't lost its mind, despite the past four years of experimenting, torturing, and beatings."

"Thats… horrible." Coco said shaking her head.

"And this all for a "good purpose" too...tch." the chubby one said out of distaste. The group could see that the workers were very sympathetic to the thing, but they are chained to be told what to do, or get severely get hurt or even killed for disobedience. Well they could agree on this, this facility is nothing but a place of evil.

 **[Unknown location]**

Ozpin was currently drinking coffee, as the sounds of laughs were heard. He was in the higher ups room, most of them being young men drinking alcohol on their break. His assistant, Glynda had stayed close to him with a disgusted glare as most of the higher ups here were speaking about their day torturing the experiments. Roman was forced to sit between a group of four as he gripped the handlebars on his chair in slight discomfort. Granted he treated faunas a bit harshly, but he had limits, _very good_ limits at that. These people though, they didn't care what they did to the "experiments" here, as long as they didn't purposely try to kill a specific one. There was one however, near Ozpin and Glynda, who was a female higher up, having her eyes covered as she listened to these men.

"Heh, you should've been there yourself, the damned little shit kept on begging for it to stop as Jason electrocuted him, it was bloody entertaining." A rather buff higher up with a three clawed slash mark said chuckling.

"Oh c'mon that's nothing, I enjoyed it when they threw him into a large container filled with water, the thing turned out to not be a damn swimmer." A scrawny higher up with a metal mask said chuckling along with his companion.

"Will you two knock it off?" the female finally spoke out. "You treat it like an animal when your more of animals yourself."

"...The fuck's that suppose to mean?"

"You know _exactly_ what I mean, Jim. Do you two even hear yourselves? Your two are more scum than the experiment you so believe is garbage."

"Amanda, come on, don't be like that." Jim said shrugging. "The scientists ordered us to do it, you can't blame every small thing just because of your stupid feelings for the experiment."

"I can't...but I can blame you for being scum of the earth from enjoying it." she gave a cold glare. "Maybe if we put you through the stuff is going through you'd be asking for mercy in a heartbeat. But your simple mind wouldn't have thought of that." the muscular one glared as he stood up.

"Don't test me, Amanda."

"Or what? Your gonna beat me up? Jim, honey, we all know you picked this job because you were tired of living in poverty and being pushed around by the locals in your hometown." Jim widened his eyes before it turned into a harsh glare as he growled. He would've gotten up to charge at her, but a single gunshot to the roof kept him sitting. Most of the higher ups kept silent now as the one who shot the gun stepped forward.

"No roughhousing in here, Jim." The owner said holstering his pistol. Amanda just crossed her arms again as said person walked up to her. "Maybe you should go cool down, less you want to deal with _me."_ Amanda stared at him before sighing.

"Fine." she said getting up and walking away, Roman just sitting their as it was quiet now.

"Fuckin' bitch." Jim muttered out of anger.

"It's not like she's wrong, Jim...you were pretty open about it." a younger higher up said at the table. Roman kept silent as he tried to sneak out of the group, away from the conversation.

"In case you forgotten rook, these experiments are nothing but weapons for the future, we're just making sure we get them ready for the future." Jim said crossing his arms. "Hell, Predack there is always the first one there to torture the dumb thing." He said jabbing a thumb at the higher up who came in.

"Why are you putting this on me now? Also Amanda just passed me rather aggressively."

"Because your joined this type of work because you enjoy the thrill of...shit, I don't know, but your reason was a psychopathic one."

"Well excuse me for giving an honest answer!"

"Knock it off." the elite higher up said. "Look, I don't care what you do to it, and I don't care why your here, either do your job, or I go after _any_ of you that decides to take that next step if they torture it too much. If this thing dies, we are _all_ done. Am I clear?"

Jim sighed. "Yes, sir…" the elite shook his head before he turned his gaze to Roman who tried to sneak out. "Hey, you there!" Roman stopped as he turned to look at the elite, pointing at him. "Yeah, you, what are you doing here?"

"...Well for one thing, I was just patrolling when, uh, Jim pulled me away…" Roman answered. The elite made a half lidded look as Jim shrugged.

"In my defense...he has been doing it all day, especially during break time."

"Alright, whatever, you were suppose to overlook some soldiers who are bringing experiment 19-1-14-9-3's food, and you're both running late." The elite said annoyed.

"...Right. I'll get on that...uh, right away." Roman said with a nod. "Good talk, Jim." with that he started to walk away. Ozpin glanced at the door where Amanda left, she couldn't be too far away as he decided to walk towards it.

"Yeah. Cya." Jim said with a wave. The elite looked at Ozpin leaving.

"Hold on." this made Ozpin stopped as he glanced over his shoulder, the elite walking up to him. "Let's talk out in the hall...something I wish to discuss." Ozpin was staring at the elite with a slightly confused expression before he nodded once. "Good, and make sure your broad there doesn't follow." He said gesturing to Glynda. Said person only tsked as she walked over to the back. They walked out into the hallway as they faced each other, both being silent as the elite took off his goggles and pulled down his face mask. He had short black buzz cut hair and an visible shaved beard as he gave a glaring look, Ozpin with a stoic expression. "...So I visited Jeremy in the infirmary earlier…" Ozpin knew what this was all about now."

"...What about him?" the professor asked simply.

"If you're a higher up, you should know what happened to him." The elite said crossing his arms. Ozpin said nothing as he just stared.

"Again, what about it?" he asked.

"Two broken ribs, a broken arm, hurt ankle, and a large bruise on his head." The elite said with his eyes closed.

"And I assume this is what we are about to talk about." Ozpin said, taking a sip of coffee.

"You interrupted a disciplinary action against a soldier who was doing his job." The elite said glaring at him now. "The soldier was slacking off and deserved his punishment."

"You have an odd description for such "discipline" you give these workers." Ozpin said out of slight distaste.

"If they're going to work here, they will learn what happens to those who don't follow protocol." The Elite said narrowing his glare.

"It's one thing to discipline, it's another if you enjoy beating the one getting disciplined till they are near consciousness...and he wasn't stopping."

"That's not my problem, nor is it yours."

"Oh? Isn't it now?" Ozpin gave a glare towards the elite, clear distaste for his answer. "If one thing I have learned from being a headmaster, the one thing I care about is the students and the school. The fact you show lack of care for a worker, or that you don't even bother to keep your men in check on how they treat employers, you shouldn't be in charge."

"You dare tell me how to do _my_ job?"

"You're giving me reason to."

"I do not care for weak soldiers, if they can't handle a beating here, then they're better off as damned food for the experiments."

"Is it a beating, or a death sentence? A young man was seen with bag under his eyes, unhydrated, and beyond sluggish, he obviously has over worked. The moment he takes a break your men jump on him like a pack of wolves for them to have self entertainment. The only weakness I see, is the failure of an elite, and the failure of showing true discipline. Your men showed enjoyment of savagely beating on employees till they go unconscious, or if I didn't stop that men, he would surely be dead all because he tried to get by. If there is one person that deserves a "beating" here? It's you for your lack of leadership, and the lack of care. So here's my advice, drop your position, and don't be near any of these kids again." with that he left as the elite had widened eyes at what he was just told. With a slow growl, he turned away as well and walked down the opposite direction.

"One thing, old man." The elite said over his shoulder. "This might not help you in the long run, but I feel obliged to say this." Ozpin simply tried to ignore him, but stopped slightly at what the Elite said next. "You can try to help, you can try with all your might, but no matter what you do, you can't change anything. You can't help _it_ here, you'll never be able to help _it_ here, after all, you can't change one's _past memory."_ Ozpin looked over his shoulder as the elite walked away, a pissed off look on his face now, mostly due to the fact he still remembers what Ozpin has said. The headmaster looked over his shoulder for a brief moment before he went back to walking, going to find the other elite.

 **[With Ruby and others]**

The reunited RWBY and Nora were now walking around observing the facility, trying to see if they can find anyone else while trying to ignore some of the harsh beatings some workers got for doing something bad. They've been walking for approximately 15 minutes searching for their comrades, including the terrorist Adam and criminal mastermind Roman. They found these two outside of the laboratory, since they were on break. Inside, they found Yang's mother Raven, and their uncle Qrow mixing in the last of the chemicals into some food with Ironwood. They explained it was to keep this experiment "contained" though they aren't sure what it is that is so dangerous.

After some very difficult talking with the higher ups, Qrow, Raven, Adam, and Ironwood were free to go with Ruby and her friends to help with taking the experiment its food. Yang was carrying the container as they went down the hallway, some wincing at some harsh beatings to the workers.

"God damn, watching this is worse than hearing it." Qrow said glancing away, wincing when he heard another punch to the workers face.

"The workers just said get use to it...it's a little bit hard to do so." Ruby said as she tried to block out the sound of people getting punched or kicked.

"Just keep walking...It's best if we don't get involved." Blake said as they continued to walk closer to where the experiment is kept. On there way to the experiments location, they were reunited with the rest of JNPR, along with Coco who was covering her ears to block out the sounds.

"Renny!" Nora said happily as she zoomed over and hugged her not together-together friend. "Oh it's good to see you now!"

"Nora, I don't think it's a good time." Ren said as he pulled back from the hug. "But yes, it's good to see you too."

"Guys, this place is seriously messed up, how can anybody work here and not lose their minds?!" Jaune asked quietly as to not draw attention as the group was now back to walking.

"I am honestly glad this isn't what I am working in when it comes to this memory…" Pyrrha admitted. "Speaking of which...this...is an odd memory for someone like Sanic…"

"Hey...wait a minute." Weiss said scratching her head in absolute confusion now. "Where _is_ Sanic?"

"I haven't seen him at all...he wasn't a worker…" Yang said glancing behind her as she carried the experiments food.

"And we haven't seen either on any of the patrols with the guards here." Jaune said looking at the small groups of soldiers walking by.

"He wasn't in the laboratory." Raven added before crossing her arms. "Then again, with his intelligence that would be the last place he would've been." Everyone had to admit that was true with the way he acts with his intellect. The only people not present is Ozpin, Glynda, Roman, Neo, Velvet, Cinder,Mercury, and Emerald. Where could they be and be doing?

 **[Ozpin]**

He walked around the corner as it, for once, didn't show workers being beat as they all worked. They were doing some of the heavy lifting, some keeping the machines intact and work on them as well. Glynda had decided to go with Roman to make sure the criminal didn't do anything to cause trouble. Granted in this situation, he isn't gonna do anything stupid, but it doesn't hurt to make sure. Ozpin stopped when he saw one of the workers accidentally trip and spill a large beaker of corrosive liquid on the ground, thankfully the didn't land in it. Unlucky for him though, when he stood back up, he was then smacked in the face by a baton into the wall. The worker slid down the wall as the guard who held the baton activated the electrical power on it. The worker looked up with a feared look as the guard was getting closer, pulling his baton back.

"Enough." A woman's voice said grabbing the guard's wrist tightly, the woman being none other than the higher up Amanda. She had her hair in a bun due to attire, but on break it's long straight black hair that goes to her shoulders.

"First an old man stops one of you, and now you are stopping me, Amanda?" the guard asked annoyed.

"Remember who's the higher ranking soldier, know your place and don't talk back to me." She said gripping his wrist tighter. The guard winced as he stared at her, before giving off a small growl.

" _Fine_." he said out of distaste. "I'm just doing my job, for fucks sakes."

"It's only that; a job, not an entertainment for your own purposes."

"The damned clutz spilled very potent corrosive liquids, I had every right to do it."

"You're expecting these young rookies to carry heavy loads of liquid by themself, of course there will be accidents...it's not like you failed to do that at one point, isn't that right, Ralphie?" said guard formed a glare at her reminding him of that time as he tsked to restrain his anger.

"Yeah, and I got electrocuted by the staff, not a baton." Ralphie said with a growl. "The staffs have more electricity in them then the batons, so he's lucky that none of the advanced guards saw him."

"Yeah...and you would just do anything to make it worse for him with just that baton, wouldn't you?" she leaned in to eye level. "You take enjoyment in this, like any other scumbag that can do anything with a baton or staff. So what makes you any different." Ralphie said nothing as he glanced away. Amanda roughly pushed his arm away. "Leave him be, and go back doing your job." Ralphie growled quietly as he turned away and walked down the hallway, cursing under his breath. She watched him walk away as he turned to the worker leaning on the wall as he held his face, the place where he got hit. "...You alright?"

"Y-yeah I'm fine, I should've been more careful though…" The worker replied.

"It was expected for you to fall from how much you were carrying…" she glanced to see that the worker was obviously carrying more than he could chew.

"It was a direct order from the big boss...it was to be transferred to…" The worker stopped speaking there, knowing that Ananda knew who he was talking about. She stared at him but just gave a small sigh.

"Regardless, you aren't getting punished today. Just clean this up and get back to work. Try to be careful next time, alright?"

"Yes ma'am, I promise." The worker said as he stood up and walked down the opposite hallway to get the cleaning supplies. She watched him leave before she rubbed her eyes, indicating she has been doing this for awhile as she walked away with her hands behind her back. Ozpin watched as he formed a small smile that there was at least one who didn't treat the workers like caged prisoners on heavy duty. He walked over to her as she was walking away from him.

"Excuse me, Amanda was it?" Ozpin said as he got close, said person stopping as she recognized the voice. She turned around with an arched eyebrow at the sight of the "headmaster".

"Yes, and Occulet right?" She guessed standing straight now with a bit of a stoic look.

"It's Ozpin, but I guess I shouldn't expect you to know who I am at such a short notice." Ozpin replied as he got in front of her. "Would you care to walk and chat with me?" the thing about this higher up was that he sounded a lot more kinder and not brash like Jim. And as for an "old man" he looked pretty young too, which was making no sense to her but just didn't question it.

"Sure, I wouldn't mind some company." She replied with a small nod of her head.

"Splendid." Ozpin and Amanda walked next to one another as Ozpin thought of what he was gonna ask. "I've...certainly noticed you are quite different than the other highly ranked officers that operate here." Amanda was silent before giving a small little chuckle.

"What gave it away?"

"Well, besides the part where you helped that worker from earlier instead of beating him down was one." Ozpin answered with his own chuckle. "The other was when we were back at the break room."

"I guess I have more value in people's daily value then to hit them with a staff or baton." she replied as she looked forward. "We all make mistakes, so these beatings seem pointless in my honest opinion."

"I guess "discipline beatings" weren't in your resume when you signed up, hm?"

"Afraid not, or I wasn't told since I inherited this job from my older brother a few years back."

"...What was your brother like?"

"He...I guess you could describe him as either mean as a raging bull, or kind as a sweet kitten." Amanda said smiling a bit.

"Bit of a mix, huh? Sounds like a handful."

"Depended on the job, if it was overlooking new recruits he was strict, if it was helping workers, he was soft."

"So in otherwards, a hard working honest man."

"Oh, he was a definition of that." Amanda said nodding before she frowned now. "I only inherited this job because of an accident he had with experiment # 19-1-14-9-3, it...costed my brother an arm, an eye, and a hand."

"The experiment went haywire?"

"The scientist called it a "breakthrough", since it's...never acted aggressive before."

"From the way you speak of it, it seems you don't resent the experiment…"

"I did when it happened, but...my brother told me that it only did it, cause it was scared." Amanda then rubbed her arm as she spoke. "Apparently he somehow managed to make it "snap", but not like the other experiments who lost their minds and sanity entirely. This experiment, did it out of sheer fear."

"...I wouldn't blame it, from the way the others treat it from the way they talk about it."

"For some reason though, that was the only time it did it." She said shaking her head. "It never tried to do it ever again, no matter what they did…"

"...Perhaps you can explain this to me...why must they...torture the experiment and have them make it lose its sanity? Isn't it already considered dangerous already? You would think that treating it like filth and an object would only make it worse." Amanda was quiet now as she looked at him, then down the hallway before she sighed heavily.

"I can't explain it right now...but I can show you why at least before I do." She said grabbing his hand now. "Do you...want to see it, the experiment?" Ozpin looked at her briefly as he glanced away as he pondered. Perhaps it was high time he finally met this experiment once and for all.

"Very well...lead the way." he said with a nod. Amanda nodded as she kept holding his hand as she led him to meet the experiment.

 **[Back with Ruby and Co.]**

After much searching, they had found the other missing members that came with them into this dark place. Neo and Velvet had stuck together most of the time, mainly because neither wanted to be here at all in the first place. Cinder didn't seem that fond of this place, but she was left with no choice, and had to make sure Emerald and Mercury didn't do anything stupid in front of the higher ranks. They were "heavy duty" workers, meaning they did the labor work such as carrying things or repairing broken machinery or stand guard. Roman would've laughed at this since apparently he was a higher rank than Cinder, but right now though he was a bit too disturbed by this place. Now it was just Ozpin that was needed to be found, and a bit more quickly, they only had 5 to 10 minutes to get the experiment the food.

"Of all the times to go off on his own." Glynda said with a glare as she looked around for her boss. Within a minute, they heard footsteps at the corner of the hallway as they continued to walk, it sounded like two people.

"I can't believe I'm saying this, but one of those footsteps better be Ozpin." Raven said as she sped up her walking a bit. Surely enough it was Ozpin...but there was a lady with him as she observed the situation when she laid eyes on the group.

"Oh, well I didn't expect to see a large group here, huh." Amanda said slightly wide eyed before turning to Ozpin. "Do you, know any of these people?"

"We're his squad!" Ruby quickly blurted out behind Yang and Weiss. Amanda looked over to the girl in confusion at her reaction before she realized why she was acting that way.

"No need to hide from me, I won't hit you or anything. I promise." she said as she straightened again with her hands behind her back.

"Oh, well uh, okay, cool." Ruby said surprised by this. "Well, we were just uh...taking this food to experiment...uh experiment…" Ruby was now looking up and down in confusion. "Dang it I can't remember…"

"19-1-14-9-3." Amanda helped her out.

"Yeah that's it!" Ruby said snapping her fingers. Amanda rolled her eyes at this little girls antics as she gave a small smile for a brief moment before going back to a stoic look.

"Well, I was heading towards the same destination, and since this is your squad...the door is over here." She said gesturing to a large silver metal door just a few feet ahead of them on the opposite side of the hallway.

"Huh, they weren't kidding when they said we couldn't miss it." Yang said as every other door looked normal except for that one. The 8 by 9 feet door had _several_ locks on it, coded locks, key required locks, scanners locks, hell even a voice recognition lock. There was no window or slot on the giant metal door, so they couldn't see the experiment inside until the actual opened the tightly sealed door. "Jeez…" she said in surprise at the amount of security presented on this wall.

Amanda only frowned at the sight as she stepped forward, pulling out a pair of keys and started with removing the key required locks. Once those were done, she moved onto typing in multiple pass codes for the coded locks.

"...This seems highly unnecessary…" Adam said looking at all this restraint.

"Trust me, I say the same thing." Amanda said as she had her eye scanned, her hand scanned, and even a piece of her hair strand scanned. "But the main boss doesn't want it escaping, they're not taking chances with this one." Everyone looked at each other either confused or concerned on what can be behind that door. While Amanda was unlocking the door, Velvet spoke up quietly to not arouse alert to the higher up.

"Guys, has anyone seen Sanic around?" She asked glancing at all of them. Neo wanted to know too as she was next to her, looking at them.

"No, he hasn't been in the workers, scientists, guards, nothing." Jaune whispered back.

"Really?" Roman asked slightly surprised. "You'd think that since this is his memory, he would've been around a lot, but no one saw him at all?"

"I'm just as confused too...I was expecting him to be running around without a care." Blake said with a small nod.

"Blake, with how things are runned around here, I don't think he would get to run at all." Adam said shaking his head.

"Didn't stop him before." Ren said in a thinking tone.

"We're not in Beacon, this place punishes you for spilling important chemicals." Coco said crossing her arms. "If he ran in here, who knows what might happen to him." they heard a click from the metal door as Amanda looked at them.

"Its open." She said in a...saddened tone? This confused them greatly as the door hissed loudly and creaked equally as loud as it opened slowly. They all stood back now as the door slowly opened, revealing a large room that was a bit too dark to see in. Amanda tapped on a button on the right side of the door, turning on a light to reveal the concrete wall room. It looked fairly normal, with lots of space and simple furniture, a bed with only a pillow, an old wooden chair, and table. Before they could ask any questions so far, a voice spoke up in the room.

"P-please go away...I'm not hungry…" A child's voice. "I don't want to eat right now…" Amanda sighed as she kneeled down.

"You know we can't do that, kid." she said in a kind tone.

"B-but, the food always burns my throat…" The child's voice said in a small frightened tone. The girls were surprised it was a _kid_ they were keeping in here. Yang went next to Amanda as she placed the container on the ground.

"Yes, I know...but it's… the only choice you have….come into view...please."

"...no…" The kid's voice said in a quiet tone.

"I'm not going to hurt you, I promise." The kid's voice didn't speak after that, until they heard what sounded like slow hesitant footsteps coming from the room. The image caught everyone into a whirl of shock when the kid finally came into view. Ruby widened her eyes in complete shock, same with Yang.

The young kid was a boy who was at the age of 6, his clothing consisting of a simple white shirt and black shorts with no shoes. His hair was a messy blue in color with emerald green eyes on his dark tanned skin. He stepped out of the door finally and stood only an inch outside the room as he looked up at the large group of people with scared eyes, his hands shaking. Adam took a small step back, his eyes widening at what he was seeing, even Raven was shocked. Ozpin had widened eyes, but still managed to look calmer than everyone else.

"...So that's what the numbers mean…" Ozpin said calmly.

"Everyone...meet experiment 19-1-14-9-3." Amanda said as said child flinched at the name. "...or as only I and another person call him...Sanic."

' _WHAT!?_ ' Everyone, minus Ozpin thought as the headmaster only looked at the child. "Sanic" only stared at the group with still scared little eyes as he started to retreat back into the room slowly.

"Sanic, don't leave, it's okay. They won't hurt you...they are nice people." Amanda said to calm the young one in the room. Sanic only shook his head with a whimper as he continued to take tentative steps back. Ruby saw in his eyes that he had no trust...something happened here and it has been going on for awhile. Ruby had to have him trust them that they won't hurt him. She looked at her weapon in her holster as she unclipped it, and moved it away. She could see he froze when she took gentle steps towards him. He had fear in his eyes when she got closer until she was in front of him, kneeling down to his level.

"W-...what do you want…." He asked fearfully as his legs shook now. Ruby said nothing as she looked at her hand as she slowly lifted it up. She noticed he flinched and looked away when it got closer to him, expecting a hit. She felt her heart sank a little bit at the reaction, but formed a small smile as her hand gently caressed his hair, rubbing it in a gentle manner. His hair was messy, and almost had tangles in it as he pulled away from her quickly, his eyes widen in confusion and still fear.

"Its okay…" Ruby said softly, a hand out. "I won't do anything to hurt you."

"It be best if you step back." Amanda said crossing her arms and looking away. "It's not helping." Ruby looked behind her as she looked at the higher up then to Sanic who seemed to look at her with his tiny fearful eyes. Cinder stared with a small shocked expression before she gave a small sympathetic look herself. Jaune rubbed the back of his head as Pyrrha had a hand on her cheek, also a bit saddened. Ren shook his head as Nora didn't seem that cheerful anymore. Sanic blinked with his fearful eyes, but his shaking seemed to simmered down a little. She nodded as she stood up, and backed off, honestly feeling bad for the child. She could tell the kid was still trying to see if they were nice or not, especially after that gentle hand of Ruby's.

"The food." Amanda said looking away from the group. "Give him the food…" Yang looked at her as she picked up the container and carried it over to Sanic. He looked up at Yang with a small saddened and fearful eyes as he looked at the container.

"No…" He said stepping back with a shake of his head. "No…" Yang, in all honesty, didn't want to give him the food either as she hesitated a little bit before looking at Amanda, seeing if there was another way. Amanda gave a look that said she wished there was, but unfortunately there wasn't. Yang sighed as she placed the container down in front of him and stepped back. Sanic, extremely hesitantly opened the container to reveal what looked like simple porridge that had a bit of a purple hue to it. His body was shaking as he scooped some of the food with his hand, and with a scared look, ate the substance. Immediately, Sanic covered his mouth to keep his painful whimpers muffled as tears flowed from his eyes as he swallowed the "food".

"...He shouldn't be forced to eat this…" Qrow said with a shake of his head. Ironwood couldn't look at this, he blamed himself for this since he was one of the people who even added the chemicals to the food, not aware of who they were giving it to. Raven turned her back as she looked away. She was forming some type of emotion for Sanic, and it was taking a toll on her to watch a younger version of himself in this situation.

It took him two minutes to finish the food, pushing the container away now as he grasped his throat with one hand as he whimpered in pain. "It burns...it really burns…" He whimpered out. Weiss looked at this scene with a sympathetic look, before she looked away with an ashamed expression as a hand went to her mouth. Yang walked over calmly to grab the container away from him, the further away she got it away from him, the better. Amanda pulled out a small bottle of water and placed it in front of Sanic, making the young kid look up as he reached for it.

 _ ***BANG***_

Only for the water bottle to be shot by a bullet, spraying water everywhere and making the young hedgehog freeze in place. The group jumped from the shot as they looked over to who fired the bullet. It was one of the head scientists who had a pistol out that was steaming from the shot he fired. Unlike most of the scientists uniforms, this one did have body armor, but only covering the chest and wore a green mask that covered half of his face. Accompanied by him were a group of four armored soldiers with their electrical staffs out.

"No. Water." He said in a rust robotic voice.

"What the hell!?" Yang said out of anger. "There was no reason to do that!"

"Giving the experiment water after feeding was not authorized by _me_." The head scientist said shaking his head.

"So you'd let a kids throat burn?" Qrow asked with a glare.

"That is not a child you can pity over." The scientist said as he and his group walked forward until the scientists was in arms reach as he grabbed Sanic by the hair and lifted him up.

"Owowow-Please put me down!" He begged with a scared tone as he grasped at the scientist's hand. The group looked over to Amanda, hoping she could do _anything_...but her face said it all as she gritted her teeth slightly with a look of not being able to stop this at all.

"Silence." The scientists said simply as he spun his pistol in his hand and slammed the handle of it across the young child's face. The girls in the group gasped in shock as the guys went wide eyed. Qrow immediately gave a growl as Ironwood was forming one himself. Sanic cried out in pain before the scientist held him over to the four guards. "Do it." One guard nodded as he jabbed his electrified staff into the young hedgehog, electrocuting him as he let out a small shout this time.

"What in the world…" Roman said in shock and _absolute_ distaste for this treatment already. Adam made a growl at what he was seeing as anger was boiling up. Sanic now whimpered in pain as his body smoked from the electric shock before he was suddenly thrown into the opposite wall behind Cinder and her cronies. Cinder's eyes vibrated as the child slid down after making a painful shout as Emerald stood completely still, Mercury clenching his fist. The scientist then snapped his fingers once before pointing at the whimpering kid, the four guards moving towards him as their staffs sparked violently. Ruby widened her eyes as she sped forward with her gun pulled out, but as soon as she closed the distance to fire her gun, she suddenly reappeared back in her spot next to her older sister. Its It's like nothing happened as they got closer, like her movement did not register at all.

"What…?" Ruby mumbled to herself as she looked at the hand that had her pistol out. The gun was still in her hand, but her clip round wasn't. Sanic turned his gaze to the four guards now as they stood around him with their staffs sparking with life. His eyes slowly went to the first person they laid eyes on, Glynda.

"Help...me…" He begged holding his hand up and reaching for her. Glynda gave a saddened and shocked look as she really did want to help...but after seeing Ruby reappear back like that, she knew she was powerless to do anything. She winced at the sound of a painful shout as the guards started jabbing the young kid with their staffs, electrifying him as he twitched and convulsed with each thrust. The scientist looked over to the group as they watched in disbelief, anger, and sympathy as Amanda stood their with a gritting teeth expression. They continued to zap the young hedgehog before the scientist clapped his hands twice, the guards pulling back away from the twitching child who was coughing in pain as the scientist walked over to him and lifted him up by his hair again. He then turned to face the group with his nonchalant stare as he held Sanic up.

"As I said, these are not children you can pity over." He glanced at the whimpering Sanic, then to the group as he made the kid to look at him. "This thing is nothing but a weapon for the future, one day, he will prove that in the future, when he finally, _breaks._ " When he finished that, he simply tossed the kid's body to the ground in front of Neo and Raven. Neo looked down with a pained heart as she looked at him with saddened wide eyes.

"...You are nothing but scum." Raven said with a harsh glare as she clenched her fist.

"Oh? Why's that?" The scientist said with an arched eyebrow as his guards stood behind him once more.

"Is this what soldiers stand for? Torturing someone to the brink to break them like washed up objects?" Ironwood asked in anger, clearly being in the military as this was not to do.

"It is an object-."

"How can you say such a thing if he feels pain and suffering from your barbaric actions!?" Yang interrupted, her eyes turning red from anger.

"You don't understand the cause." The scientist said shaking his head as he removed his mask, revealing that his mouth was actually sewn shut with barbed wire. "The pain is a minor error that we will soon remove from it, once it has loss its pain, it will be magnificent."

"Through many things in my life, never once have I met a degenerate like _you_." Adam said out of anger.

"Oh come now, no need to be rude." The scientist said, his mouth bleeding every time he spoke before placing his mask back on. "Now if you'll excuse me, I have to return to my laboratory and prepare the test for it." He said as he walked with his guards down the hall. "Buh-bye." He said waving his hand nonchalantly. As they left they looked over to Sanic as he made whimpers in pain. Neo kneeled down as she didn't want to startle him. To her surprise, he looked at her then used his strength to wrap his arms around her tightly.

"Pretty...girl…" He said with tears in his eyes as he held onto Neo with what little strength he had left. Neo stared down as she watched the younger version of her lover giving small sobs as she slowly embraced him, being gentle to not hurt him due to the burnt areas. "P-pretty girl…" He said again as he buried his face into her. Amanda looked at him as well as she covered her mouth.

"Amanda?" Ozpin said as she gritted her teeth.

"I feel so useless…" she said, visibly shaking from anger, disbelief, and hopelessness. "To watch this unfold as I do _nothing_ …"

"You aren't the only one my dear." A new voice said coming towards them, the sound of a cane tapping the ground. The group looked over as Sanic still had his head buried into Neo. The voice belonged to an elderly old man who was slightly hunched over with a cane in hand. His head was bald, and had a grey beard and dull brown eyes, he wore what resembled an adventurers outfit with a dark green cloak over it. Sanic unburied his head as he remembered the voice, before fidgeting around as he went over and grabbed the old man's leg.

"Old friend…" He said nuzzling his head against the old man's leg. The old man gave a small smile when he looked down at the child as he gave a small grunt from leaning over and picking him up with one hand and slowly straightening up as he gave an exhale, indicating he is getting old.

"Wait...your...you're Henxin, right?" Jaune asked as the old man walked over to the bed and slowly sat down, setting his cane to the side as he reached into his sleeve, pulling out a small water bottle.

"Aye, that's me." He answered as Sanic took the water bottle and took large gulps of water. "Easy little one, not too fast now." Sanic nodded right away as he calmed down with his drinking. Henxin looked at the group as he gave a small apologetic look. "I'm...sorry you lad's and lassie's had to witness that…" Sanic had finished his water, his throat not as painful as before. He took a small glance at the group and gripped Henxin's sleeve with small fear. Said person sighed as he placed his hand on the young boy's head, comforting to the best of his abilities.

"How long has _this_ been going on?" Velvet asked as she finally shook out of her shocked state. Henxin was silent for a bit before he sighed heavily with a shake of his head.

"Six years, ever since he was born." He answered glancing down at the young hedgehog who was nuzzling into his arm. "She said "no hesitation" when he came to life."

"'She'?" Glynda asked with a head tilt as Ruby sat on the other side, but making sure to not make him uncomfortable.

"The main boss, the head of this whole facility." Henxin said shaking his head. "She orders everything around here, including the "tests" for Sanic."

"...You have no say in the matter?" Ozpin asked.

"I argued with her for more than four years, I only managed to convince her to postpone some tests for Sanic that were too dangerous for his age, but that's all I could do, she holds more power than I do." He answered shaking his head again.

"...This is horrible...the amount of pain he's been through...children should be cherished; not beaten." Ruby said in sympathy. Henxin was silent once again before he stood up slowly, Sanic sitting on the bed as the old man rubbed his head.

"Sorry little one, we got to leave you alone now." He said as he gestured Ruby out of the room. Ruby was hesitant to leave, but nodded as she stood up, she stopped when Sanic grabbed her sleeve. She turned her head to see him with a sadden, yet almost apologetic look before he hesitantly let go of her. She gave a saddened look herself, reassuringly rubbing his head gently as Yang placed a hand on her shoulder, telling her it's time to go. With a heavy nod, she walked out of the room with the elder man before he stopped at the entrance and turned to face Sanic.

"Oh, before I forget." He said reaching in his cloak and pulling out a familiar bag of chips from inside and tossed it onto Sanic's bed. "As I promised." the little one's eyes almost seemed to sparkle as he grabbed the bag in a slight hug before Henxin closed the door on him, locking him in once more. The group waited as the old man looked at the group. He gave a kind old smile to them, seeming _vastly_ different than the in command they have met today. "Every time I see him, I leave him a bag of those chips to help him, I never liked the chips myself, but he seemed to love them after I gave him his first one when he was three."

"...It's something, at least." Raven said glancing away with a glare.

"It's something yes." Henxin nodded. "In a place like this, where he's destined to be nothing but a torture dummy, he needs all the kindness he can get, otherwise...he'll end up like his parents…"

"He...had parents...who were in here too?" Velvet asked.

"Aye, they were brought in here to Facility X after the head boss discovered their unnatural powers." Henxin said shaking his head. "His father was somehow able to do impossible things like light a fire underwater, his mother being unnaturally fast."

"...And she saw this as weapon material." Ironwood said as he thought about it.

"Hm...wouldn't it surprise you that that wasn't her first intention?"

"What do you mean?" Adam asked.

"She...was never this heartless…" Henxin said sighing heavily. "Cruel yes, but not heartless back then, she captured them at first to just do a few tests, less extreme tests...until the couple started to grow weak and show less and less results. The father was starting to lose his powers, while the mother was losing her speed."

"...I feel like I already know what they did…" Cinder said with crossed arms. Amanda was standing next to Henxin as he continued.

"She ordered all the scientists to figure out why their powers were slowly vanishing...and she found out personally herself when she checked up on them in their cell." Henxin tightened his grip on his cane's handle, not fond of this memory. "Turns out, the mother was pregnant with Sanic, and just ten minutes after he was born...the head boss _shot_ them, the father was the first to die, since he was labeled as the weakest, the mother next due to lack of reports…" Pyrrha closed her eyes as she covered her mouth. _This_ was what she despised the most? Someone with an extremely tortured soul? "She was going to shoot the infant herself, but she saw something in him, the power he had in him, far more powerful than what his parents could ever obtain, so on that day, Sanic aka Experiment 19-1-14-9-3 took his parents place…"

"How can she do…?" Weiss asked.

"She pleads with me constantly this is all for a 'good cause' for the military...I didn't listen to her since the sounds of the infant's screams and wails proved otherwise, I can still hear them when they decided to drip corrosive acids onto his body when he was only three months old." he was silent as he was actually hearing it in his head before shaking his head. "I'm sorry...I shouldn't bring this up...it's just hard on an old man like me to see these things on a child."

"...Why do you...work here...y-your purpose here…?" Yang asked curiously as the old man looked at her as he stared, then pondered at the question to think of his honest answer.

"I guess...it's to repay a debt I owed to Sanic's parents from many years ago, they helped me before they were dragged into this place, and I'm repaying it by trying my best, to help their child." Amanda gave a small cough as she gestured to her watch. She doesn't wish to interrupt but if they are just standing here, especially the normal workers...it will be a bad time for them. "Ah yes, I'm afraid I can't stay now, I have to go." he gave a nod to Amanda as he waved at the group goodbye, his cane tapping on the floor as he left. The group was silent, but they didn't have time to say anything as Amanda gestured them to start working so the other higher ups don't show up and cause them any harassment. With reluctant nods, the group dispersed and walked back to their stations, RWBY, JNPR, Neo, Coco, and Velvet sticking close to each other as they walked off.

 **[A few minutes later]**

Ruby and her squad were currently working with the corrosive acids, moving them to different areas. Some just carried what they could carry, or they would get beaten for dropping it. They have been doing this for only a few minutes as Ruby took a small breather and quickly back to work. Who knew these glasses full of liquid could be so heavy in piles. Luckily they had Nora and Yang with them, they were able to carry the more heavier loads thanks to being the muscle of their teams. Ruby walked over to another side of the area as she perked up a bit, hearing small laughter in the background. She turned her head to the side to see a group of three people, two guards and one scientist, who was female. She had a somewhat short frame but was a bit taller as she had a nonchalant smile on her face. Ruby shook her head as she was about to get back to work as she was about to walk away...until the scientist started to talk.

"Hehe, I don't see why we keep the little shitty runt here." She said with a chuckle. "The kid has no brain to solve some of the simplists of tests, he's too weak to lift a goddamn bowling ball, and the kid's annoying crying is just so aggravating." Ruby was standing still as she had her eyes covered by her working cap, a glare was forming as she slowly clenched her fists. "Sure he has extremely high energy readings, but that means he's probably only good for being a battery or power source, I don't know what kind of whore could ever give birth to that thing." she gritted her teeth now as as her anger riled up, heck, some workers were listening too, some in disgust, some shaking their heads. "Wonder what he'll be when the kid grows up, that's a big _IF,_ what could he be like, who knows, maybe he could be more useful instead of being a damn brat."

"Will you _SHUT UP!?_ " Ruby shouted out of anger as her voice echoed. The workers stopped working as they had widened eyes, the room fell silent as the female scientist lost her smile a few seconds later as she looked at Ruby who was glaring at her. Yang looked over as she had widened eyes herself

' _Oh no.'_ Yang thought as everyone was staring at her. Ruby started to walk towards the scientist, who had wide eyes herself

"What kind of _person_ are you!? To treat life like it's some kind of _game_ for you! How heartless must a bitch like you treat a child the way you do and have that _stupid_ smile on your face!?" the scientist started to glare as she gritted her teeth.

" _Who_ the hell do you think you are!?" the scientist growled as she kept a hand on her electric baton. "Why would anyone care for that _Thing?!"_ Ruby stopped in front of her as the scientist was in front of her too.

"Because in a place like this where he is forever tortured by sick people like you, I refuse to believe your work is a great cause for something so heinous!" Ruby said, basically denouncing a scientists work.

"How _DARE_ you!" the scientist shouted as she pulled out her baton and made it spark with life. She tried to jab her electric rod into Ruby, but she stepped to the side as Ruby growled pulling a hand back. The workers jolted when a _massive_ slapping sound was heard, and the sound of someone falling being heard. The scientist was on the ground as she dropped her electric rod, holding her face as Ruby had her hand in a position to where she slapped someone. A guard walked up and kneed Ruby in the stomach, making her grunt before getting thrown back to a wall. Before she could react, the two guards pinned her arms to the wall as the scientist was holding her face, wincing from the harsh stinging.

"What the hell is going on here!?" The Elite shouted walking over with a glare on his face.

"The bitch doesn't know her _fucking_ place!" place the scientist said out of anger as Ruby struggled from the grip of the guards. "That fucking HURT!" The Elite turned to face Ruby, his glare harshening as he walked over to her.

"Oh, it's you again." He said crossing his arms. "May I ask _why_ you did this?" Ruby looked at him as she said nothing before giving a half lidded glare.

"The fact you have to ask troubles me on why you allow heartless people to work for you." she said coldly. The Elite growled loudly as he snapped his fingers, the guards holding her arms letting her go before the elite himself landed a hard punch to her stomach. She gave a loud painful grunt as she clutched her stomach, falling to her knees as she gasped for air.

"People like you need to know when to keep your damn mouth shut." He said as he grabbed the scientist's electric baton and struck it across Ruby's back. She gave a small shout as she fell to the ground, using her hands to catch herself as she felt pain her upper back.

"Ruby!" Yang called out as she went to help, the chubby guy from the lunchroom stopping her. "Let go!"

"You'll only make it worse! Stand down!" he warned, having fear in his eyes. Ruby was on her hands and knees as the elite looked at her, seeing that she still had that glare on her face, which was only making him angrier. He growled in anger as he turned on the baton and pulled back, ready to put it on her mid back.

"Enough!" an old voice shouted as the sound of a cane hitting the floor loudly to get their attention as it echoed in the hallway. The elite growled loudly as he stood up and handed the scientist her electric baton. They all looked to see the old man walking towards them, a glare present on his face as the elite looked back, the scientist backing off the moment she saw him.

"Oh you gotta be fucking kidding me." The elite muttered before he stood straight with crossed arms and a glare on his face.

"What's the meaning of this." Henxin asked firmly. The guards were keeping Ruby on the ground as they held her arms, one pushing her head to the ground.

"She attacked the scientist here." The elite said jabbing his thumb at said person. Henxin looked at the scientist as she held her cheek where she was slapped.

"...Is there a reason she did attack?" the old man asked.

"I don't need to-"

"So you just assume the scientist is in the right without hearing her side of the story, hm?"

"Sir, I beg your pardon, but-"

"A scientist lounges around in the areas, gloating and boasting, harassing the child on a free will and _expects_ no one to react?" be looked at the scientist with a glare. "Oh yeah, I heard the nonsense you were spewing out of your _filthy_ mouth." The scientist took a step back with slightly widen eyes, while the Elite's eyes were shaking slightly in fear. "I expected more from you, Chris. As an elite, you hear _both_ sides. Not take sides because you give no damn about anything." he pointed at the a Scientist. "And I'm tired of degenerates like you thinking you can talk about torture like its prideful thing, to _adore_ it." The scientist was darting her eyes left and right as the Elite, now named Chris, looked away with crossed arms to hide the slight fear in his eyes. It was silent as the old man looked at Ruby. She had some slight pain on her eyes from the hits she received and how harsh they were keeping her on the ground. "Let her go."

"What…?" Chris said looking at him now.

"You heard me." he leaned in as his face was an inch away from his. "Let. Her. Go. _Now_." Chris looked down at Ruby then to Henxin before he growled as he tightened his fists.

"You're...free to go." He said glaring down at Ruby with hate. Said person just glared as the guards seemed hesitant to let go, but one look at the second in command they slowly got off her. Christ said nothing as he turned and walked away, the look of humiliation on his glare as he stormed away, the guards walking slowly away.

"You." Henxin said to the scientist, making her flinch. "Don't make me come back her to see you here again. Understood?"

"I…" Henxin tapped his cane on the ground once, making her flinch as he leaned on his cane with a dark look on his face, the whole room felt cold as she shivered, the workers watching gulped themselves. "Y-...yes sir!"

"Good. Get out of my sights." Henxin ordered. The scientist didn't need to be told twice as she started to speed walk away quickly in fear. He watched her leave as his attention was brought to Ruby, slightly having trouble from the big hits from her stomach and back as she gave small winces and grunts. Henxin walked towards her and held his hand out to her, to help her up. She looked up as she looked at the hand and him. She looked for a bit more until she accepted it, Henxin gently helping her up. "Are you alright, kid?"

"Y-yeah, just a bit sore." She answered as Weiss moved forward and held her hand. Yang walked over and hugged Ruby, glad she didn't have to watch her sister be the one to get beaten severely. After that, Ruby gave a small apologetic look to Henxin. "Sorry for...stepping out of line sir…"

"Nonsense." he leaned in with a small smirk. "From my view, she deserved that one." he said in a kind chuckle. Ruby was going to say something again, before she noticed the walls start to slowly vanish like dust.

"Huh?" Weiss said as Blake and Nora were looking around, seeing the same thing in shock and surprise. The old man was straight as he was looking Ruby, Yang, and Weiss, still having his ever so kind smile.

"If you girls don't mind, I have something I wish to say…" Henxin said, never losing his smile, Blake and Nora suddenly appearing next to Ruby and the rest of the girls, same with Neo and Velvet. "Watch over the young boy, I won't be able to in the future where he's going. You two especially." He said pointing at Neo and Velvet who both looked surprised and confused. "Keep a good eye on the kid, he'll be happy with you two in the present...but beware in his mind, for when you get to him at the age of 15, on the day of June 16, beware the darkness, look out for the _demon."_ Before they could asked what he meant, they suddenly started to slowly vanish like spirits. "Remember, age 15, beware the _**Demon**_ _"._ And just like that, Ruby along with her friends and Neo suddenly vanished, and appeared right back in the metal bunker room from before.

Ruby looked down to see if she still had that outfit on her. As she stood up with her friends, the rest of the crew started to appear back in this metal room they all started in. Everyone silently looked around as they were shocked, yet relieved at the same time. They were all still wearing the uniforms from the facility, much to their irk.

"This damn thing…" Yang said, rubbing her chest area that was pushed her breasts, keeping them in place.

"Why are we still in these?" Emerald said annoyed at the fact she was still dressed like this.

"Either these are freebies...or we are still in the repressed memory." Qrow said with a furrowed eyebrow.

"Qrow, we're back in the metal bunker, not in that damn nightmare." Raven said glaring at the room before looking back to the group. "Did anyone get anything before we were transported back here, anything at all?"

"...Why?" Weiss asked confused on why she wanted them to grab something.

"Any _information._ " Raven clarified. "Anything we should know about this hedgehog, other than what we saw." Everyone was quiet now as they looked at one another, wondering if anyone knew anything until Velvet spoke.

"W-well, apparently Henxin said something about Sanic's...memories, like he knew we weren't part of the memory at all." she said with an unsure tone.

"...How strange…" Ironwood said in a thinking tone. "Amanda told us the same thing as well."

"And so did the Elite I spoke with." Ozpin said nodding before looking at Velvet. "Now, what did Henxin tell you?"

"He...he said to be careful when he get to one of Sanic's memories, June 16 when he is 15...beware the Demon…" She said tapping her head to try and remember. "That's all we got from him before we could ask."

"'Beware the Demon', what's that supposed to mean?" Roman asked confused with a head tilt.

"Maybe someone Sanic has fought?" Glynda suggested.

"Look, I know I should not insult him now, but this guy, fighting against a _Demon_ sounds a bit...far fetched." Raven said shaking her head. 'The only person people can label as a Demon would be Salem.'

"Who's Salem?" Ruby asked confused now. Raven's eyes widen in surprise as she turned to face the silver eyed girl.

"Wait, you heard what I was thinking?!" She asked shocked.

"...Pardon?" Ozpin asked a bit surprised.

"She said the only demon she you guys knew was Salem, so who's she?" Ruby asked confused.

"Kid...I didn't say anything about Salem...you just read my mind…" Raven said with wide eyes.

"...Wait, I did!?" Ruby asked shocked herself now.

"Yes, you did." Raven said before pointing at Qrow. "You, think of something, now!" Said person went wide eyed in confusion as Ruby gained a tiny blush now after "reading" his mind.

"He's wondering who has the bigger rack, Winter or Glynda…" She said with a slightly growing blush. Everyone looked at Qrow, especially Glynda glaring at him, who just shrugged.

"Guess I'm guilty." he said nonchalantly. "By my guess, Glynda." Said person just coughed to hide a small blush she was forming. "Okay, you can read minds, so try Ozpin then." Ruby nodded as she stared intently at the headmaster with a concentrated glare and pout.

"...I'm only seeing the thirst for coffee...and cryptic words I don't even know." Ruby said before looking away rubbing her head. "Too. Much. Cryptic words." She said like she was having a headache.

"How...are you even able to read minds?" Blake asked. It was her turn to blush now when she heard what Qrow was thinking in his mind about Glynda… "Oh dear Oum I can hear it too…"

"~Cats love food, yeah, yeah, yeah,

~Cat loves~-" Everyone looked at Ren with widened his eyes.

"Uhhhhh…" Yang commented with a small confused furrowed eyebrow.

"You heard…. _nothing_." Ren said glaring at her.

"Aw, I knew you loved that commercial!" Nora said hugging Ren tightly now as he winced from it. "I just knew it!"

"Nora...please…." Ren insisted then folded his arms. "...the songs just catchy."

"So I guess from this deduction of being in Sanic's mind, we cannot think privately to ourselves." Ozpin said with a thinking tone before he looked at Qrow with a bland look. "Qrow I don't think we want to know what you think of your sister at this time, you've already established what you think of her many times."

"...I dunno, hearing a repeatable samurai quotes constantly seems unnecessary." Qrow replied.

"They are good quotes!" Cinder sighed as she shook her head before perking her head up and glaring at Roman.

"Did you just call me a slut, Roman." She said as she lit her hand up with a small fire. Roman jolted as he had a small nervous sweat drop down his head.

"W-well I uh-Mercury thinks the same too!" He said pointing at said person who widen his eyes in shock.

"What!?" Mercury shouted. Adam was standing as he looked at Yang.

"Yeesh...that's a lot of rope…" Adam commented. Yang looked at him then just gave a "eh, you got me" shrug. She was silent before chuckling and smirking.

"Your a kinky one yourself, dude." Yang commented.

"Shut up." Ironwood was staring at Ozpin now before he sighed in frustration.

"How is it that you're still cryptic and puzzling in your mind!" He said with slight annoyance. "And seriously, that's a lot of coffee."

"...You have a lot of admiration to your robot parts...and a lot of magnum magazines…" Ozpin replied. Ironwood crossed his arms with glare again before everyone's attention was brought to the same door Raven opened, However the door looked...different now.

The locks were not on it anymore, not strong ones at least. The whole door itself was full of dents, scratches, scorches, and at the top left corner was what looked like dried blood splattered on it, the Facility X symbol was burnt off slightly with scratches all over the symbol. Everyone looked at it with hesitation, even Raven was having small trouble if she even wanted to open this door even if the locks are weaker.

Neo was the first to take step forward before she heard what sounded like...laughing? If it can even be called that with how twisted it sounded. She gulped as she had an uncomfortable look...they already went this far, there is no turning point now. She shook her head as she took out her parasol and knocked the weak locks off, in the corner of her eye, she saw... _something_ staring at her from around the corner in one of the hallways with black and red iris eyes. She felt a chill as she widened her eyes at the thing as she froze.

"Neo, something wrong?" Roman asked confused as he stepped forward. Glynda looked over to Ozpin, as she actually saw his hand _shake_ ever so briefly, his pupils actually vibrating.

"Professor…?" she asked in concern. Adam was confused at the reaction until he turned to see what the midget and Headmaster were looking, the thing they were staring at made him jolt back in shock and fright. The thing was peaking ever so slightly out of the corner at the group, a large, sadistic and creepy smile was on its face with sharp, yellow teeth. Cinder already felt the things presence, and was frightened on the inside as she felt perfectly still, glancing over her shoulder in the hallway. Blake felt something hide behind her as she looked over her shoulder to see Velvet hiding behind her, an absolutely feared look in her eyes. Everyone was confused at their behavior, unaware of the darkness that these people just met, from a later memory.


End file.
